Securities abbreviation: Unittec Co.Ltd(000925) securities code: Unittec Co.Ltd(000925) Unittec Co.Ltd(000925)
Employee stock ownership plan in 2022
(Draft)
Unittec Co.Ltd(000925)
April, 2002
Statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in this ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1、 The Unittec Co.Ltd(000925) 2022 employee stock ownership plan (Draft) (hereinafter referred to as “Employee Stock Ownership Plan”) can be implemented only after being approved by the general meeting of shareholders of the company. There is uncertainty whether the employee stock ownership plan can be approved by the general meeting of shareholders.
2、 The specific capital source, contribution amount and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed.
3、 The employee stock ownership plan follows the principles of legal compliance, voluntary participation and risk bearing. If the employee subscription fund is low, there is a risk that the employee stock ownership plan cannot be established; If the subscription funds of employees are insufficient, there is a risk that the employee stock ownership plan will be lower than the expected scale.
4、 The employee stock ownership plan is managed by the company itself. The company has established the Management Committee of the employee stock ownership plan as the management Party of the employee stock ownership plan to exercise shareholders’ rights on behalf of the stock ownership plan. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the holders of the employee stock ownership plan.
5、 The stock price is affected by many complex factors such as the company’s operating performance, macroeconomic cycle, political and economic situation outside China and investor psychology. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it. The company will disclose the progress in accordance with relevant regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1、 The Unittec Co.Ltd(000925) 2022 employee stock ownership plan (Draft) is based on the company law, the securities law, the guidance on the pilot implementation of employee stock ownership plan by listed companies, the guidance on self discipline supervision of listed companies No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, and other laws and regulations Normative documents and provisions of Unittec Co.Ltd(000925) articles of Association (hereinafter referred to as “articles of association”).
2、 The employee stock ownership plan follows the principles of legal compliance, voluntary participation of employees and risk bearing. There is no situation of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution and so on.
3、 The participants of this ESOP are directors (excluding independent directors), supervisors, senior managers, managers and key employees of the company and its subsidiaries (holding subsidiaries and core joint-stock companies), and other employees recognized by the board of directors, with a total of no more than 600. The specific number and list of participants will be selected by the company and determined according to the actual contributions of employees. A total of 9 directors, supervisors and senior managers of the company participated in the employee stock ownership plan.
4、 The capital sources of this ESOP are the special incentive fund withdrawn by the company (hereinafter referred to as “incentive fund”) and the self raised funds of employees.
5、 The subject stock involved in the employee stock ownership plan comes from the treasury stock of the company’s special securities account for repurchase. As of the announcement date of the draft employee stock ownership plan, the repurchase of the company has been completed. The total capital of the repurchase is 7500132077 yuan (including transaction costs 1499736 yuan), the number of shares repurchased is 9272339 shares, accounting for 1.6610% of the total share capital of the company, and the average repurchase price is 8.09 yuan / share (including transaction costs).
6、 The price of the subject stock transferred by the holder of the employee stock ownership plan is determined according to the average repurchase price of the company (including transaction expenses) of 8.09 yuan / share.
7、 The number of underlying shares involved in this ESOP is expected to be no more than 4349431 shares, accounting for 0.7791% of the current total share capital of the company. The final number of underlying shares held is subject to the transfer and disclosure of the company. 8、 The total number of subject shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the number of company shares corresponding to the share of employee stock ownership plan held by a single holder shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
9、 The duration of the employee stock ownership plan is 36 months, calculated from the date when the general meeting of shareholders deliberates and approves the employee stock ownership plan. After the expiration of the duration, the shareholding plan is terminated, or it can be extended after being submitted to the board of directors for deliberation and approval by the shareholding plan management committee. The lock up period of the underlying shares obtained by the employee stock ownership plan is 12 months, which is calculated from the time when the company announces the last transfer of the underlying shares to the name of the stock ownership plan.
10、 The employee stock ownership plan adopts the mode of self-management. The Management Committee of the employee stock ownership plan is set up to be responsible for the specific management of the employee stock ownership plan. During the duration of this ESOP, the management committee may employ relevant professional institutions to provide management, consulting and other services for the daily management of the ESOP.
11、 After the ESOP is reviewed and approved by the board of directors of the company, the company will issue a notice of convening the general meeting of shareholders to review the ESOP. The general meeting of shareholders will adopt the combination of on-site voting and online voting. The employee stock ownership plan can be implemented only after it is approved by the general meeting of shareholders of the company. Related shareholders will abstain from voting.
12、 This ESOP does not constitute a concerted action relationship with the company’s controlling shareholders, actual controllers, directors, supervisors and senior managers.
13、 The financial and accounting treatment and taxation of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant taxes and fees to be paid by the employees due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
14、 After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Chapter I interpretation 7 Chapter II purpose and principle of this share holding plan 8 I. purpose of employee stock ownership plan 8 II. Basic principles of employee stock ownership plan 8 Chapter III participants and confirmation methods of employee stock ownership plan 9 I. participants 9 II. Criteria for determining the participants of the employee stock ownership plan 9 III. participants and distribution proportion of the employee stock ownership plan 9 IV. verification of the holder Chapter IV capital source, stock source and scale of employee stock ownership plan 10 I. source of funds 10 2. The source of the underlying stock involved in the employee stock ownership plan 10 III. The scale of the underlying shares involved in the employee stock ownership plan Chapter V Duration of employee stock ownership plan and lock-in period of underlying shares involved 12 I. duration of employee stock ownership plan 12 II. Lock up period of the underlying shares involved in the employee stock ownership plan Chapter VI management mode of employee stock ownership plan 13 I. shareholders’ meeting 13 II. Management Committee Chapter VII rights and obligations of holders 16 I. rights 16 II. Obligations Chapter VIII participation mode of employee stock ownership plan during financing of the company during the duration of the company 17 Chapter IX related relationship and concerted action relationship involved in employee stock ownership plan Chapter X change and termination of employee stock ownership plan 19 I. change of employee stock ownership plan 19 II. Termination of employee stock ownership plan 19 Chapter XI disposal measures of the employee stock ownership plan 20 I. Principles for the disposal of the rights and interests of holders 20 II. Disposal methods of equity after the expiration of the employee stock ownership plan 20 Chapter XII procedures for the implementation of employee stock ownership plan Chapter XIII specific matters authorized by the general meeting of shareholders to the board of Directors 22 chapter XIV other important matters twenty-three
Chapter I interpretation
In this employee stock ownership plan, unless the context otherwise requires, the following abbreviations refer specifically to the following meanings: Unittec Co.Ltd(000925) , the company, the public Unittec Co.Ltd(000925) company, the draft employee stock ownership plan of listed companies, this plan, this stock ownership plan, the employee stock ownership plan of Unittec Co.Ltd(000925) 2022
Management Committee means the Management Committee of the employee stock ownership plan
Holder refers to the company’s employees participating in the company’s employee stock ownership plan
The underlying stock refers to Unittec Co.Ltd(000925) stock
Capital account refers to the bank capital account opened for this ESOP as agreed
Securities account refers to the special securities account opened by the ESOP in the registration and Clearing Company
The Management Office of employee stock ownership plan refers to the measures for the management of employee stock ownership plan in Unittec Co.Ltd(000925) 2022
Company Law refers to the company law of the people’s Republic of China
Securities Law of the people’s Republic of China
Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange
The articles of association refers to the Unittec Co.Ltd(000925) articles of association
The guidelines for standardized operation refer to the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Disclosure guideline No. 4 refers to Shenzhen Stock Exchange listed company information disclosure guideline No. 4 – employee stock ownership plan
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Net profit refers to the net profit attributable to the owner of the parent company before deducting non recurring profits and losses through audit
Note: in this draft, the difference in mantissa between the sum of partial total and each detailed number is caused by rounding.
Chapter II purpose and principle of the share holding plan
1、 Purpose of employee stock ownership plan
The draft of the employee stock ownership plan is formulated in accordance with the provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the guidance on the pilot points for listed companies to implement the employee stock ownership plan, as well as other laws, regulations, normative documents and the articles of association. The main purpose and significance are:
Further establish and improve the long-term incentive and restraint mechanism for CO creation and sharing, fully mobilize the enthusiasm of managers and employees, improve the attractiveness and cohesion of the company, realize the consistency of the interests of the company, shareholders and employees, improve the core competitiveness of the company, and promote the stable, healthy and long-term development of the company.
2、 Basic principles of employee stock ownership plan
(I) principle of legal compliance
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes true, accurate, complete and timely information disclosure. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the independent decision of the company, and the employees participate voluntarily. The company does not force the employees to participate in the company’s employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
(IV) the principle of ensuring the long-term development of the company
In order to ensure the long-term and healthy development of the company, the plan adheres to the principle of long-term development and links personal income with the medium and long-term interests of the company.
(V) principle of value creation and benefit sharing
The plan adheres to the principles of value creation and benefit sharing to realize the benefit sharing and risk sharing between the company and employees.
Chapter III participants and confirmation methods of employee stock ownership plan
1、 Participants
The participants of this ESOP are determined in accordance with the company law, the securities law, the guidance, the disclosure guidance No. 4 and other relevant laws, administrative regulations, rules and the articles of association. Regular employees of the company participate in this ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. The participants of this plan are the company’s directors (excluding independent directors), supervisors, senior managers, the company and its subsidiaries (holding subsidiaries
